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2126ORDINANCE NO. 2126 COUNCIL MEMBER SCHEVE INTRODUCED THE FOLLOWING ORDINANCE: AN ORDINANCE AUTHORIZING AND DIRECTING THE ISSUANCE, SALE AND DELIVERY OF A $1,140,000 TOTAL PRINCIPAL AMOUNT DOWNTOWN REDEVELOPMENT PROJECT TAX ALLOCATION BOND, SERIES 2007, OF THE CITY OF BLAIR, NEBRASKA; PRESCRIBING THE FORM AND DETAILS OF THE BOND; PLEDGING THE TAX INCREMENT REVENUE RECEIVED IN RESPECT OF THE DOWNTOWN REDEVELOPMENT AREA AND, TO THE EXTENT NECESSARY, PROVIDING FOR THE LEVY AND COLLECTION OF AN ANNUAL TAX WITHIN THE LIMITS PRESCRIBED BY THE COMMUNITY DEVELOPMENT LAW UPON THE TAXABLE VALUE OF ALL THE TAXABLE PROPERTY IN THE CITY, FOR THE PURPOSE OF PAYING THE PRINCIPAL OF AND INTEREST ON THE BOND AS THE SAME BECOMES DUE; AND AUTHORIZING CERTAIN OTHER DOCUMENTS AND ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of Blair, Nebraska (the "City ") is a first class city and political subdivision of the State of Nebraska, duly created, organized and existing under and by virtue of the Constitution and laws of the State of Nebraska; and WHEREAS, the City is authorized under the provisions of Article VIII, Section 12 of the Nebraska Constitution, as amended, and the Community Development Law, Chapter 18, Article 21, Reissue Revised Statutes of Nebraska, as amended (collectively, the "Act "), to undertake redevelopment projects and incur indebtedness in respect of such projects upon compliance with certain requirements described in the Act; and WHEREAS, the City desires to undertake certain redevelopment projects, including, without limitation, the paving of certain streets and related storm sewer work, the paving of a public parking lot, and other and related public improvements (collectively, the "Project ") to be made in the redevelopment area legally described on Exhibit A attached hereto (the "Redevelopment Area "); and WHEREAS, the City has taken all necessary steps required by the Act precedent to the undertaking of the Project and the incurrence of indebtedness in respect thereof, including, without limitation, (1) declaring the Redevelopment Area to be blighted and substandard and in need of redevelopment, and (2) approving a redevelopment plan for the Redevelopment Area; (the "Redevelopment Plan "); and WHEREAS, the Act and the Redevelopment Plan (1) permit the ad valorem taxes levied against the taxable property in the Redevelopment Area exceeding a determined base value to be divided for a period not to exceed 15 years and allocated toward the repayment of any indebtedness incurred in respect of the Project (the "Tax Increment Revenues "); and (2) also permit the City, to the extent necessary, to levy ad valorem taxes within the limits prescribed by the Act upon the taxable value of all of the taxable property in the City in further repayment thereof (the "Redevelopment Tax "); and WHEREAS, it is necessary, desirable, advisable, and in the best interests of the City, for the City to: (1) construct, equip, and furnish the Project in the Redevelopment Area; (2) issue its tax allocation bond to finance the same as permitted by the Act and the Redevelopment Plan; and (3) pledge the Tax Increment Revenues received from the Redevelopment Area and, to the extent necessary, the proceeds of the Redevelopment Tax to the repayment of such tax allocation bond; and WHEREAS, all conditions, acts, and things have been done or accomplished by the City to authorize such tax allocation bond to be issued. NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF TILE CITY OF BLAIR, NEBRASKA, AS FOLLOWS: ARTICLE I DEFINITIONS Section 101. Definitions of Words and Terms. In addition to words and terms defined elsewhere herein, the following words and terms as used in this Ordinance shall have the following meanings: "Act" means Article VIII, Section 12 of the Nebraska Constitution, as amended, and Chapter 18, Article 21, Reissue Revised Statutes of Nebraska, as amended. "Assessor" means the Assessor of The County of Washington, Nebraska. "Bond" means the "City of Blair, Nebraska Downtown Redevelopment Project Tax Allocation Bond, Series 2007," authorized and issued by the City pursuant to this Ordinance, and any bond or bonds transferred or exchanged therefor pursuant to the terms of this Ordinance. "Bond Counsel" means Gilmore & Bell, P.C., or other attorneys or firm of attorneys with a nationally recognized standing in the field of municipal bond financing selected by the City. "Bond Register" means the books for the registration, transfer and exchange of the Bond kept at the office of the Paying Agent. "Business Day" means a day other than a Saturday, Sunday or holiday on which banking institutions in the City are scheduled in the normal course of their operations to be open to the public for conduct of their banking operations. "City" means the City of Blair, Nebraska, and any successors or assigns. "Code" means the Internal Revenue Code of 1986, as amended. "Debt Service Fund" means the fund by that name referred to in Section 501 hereof. "Defaulted Interest" means interest on any Bond which is payable but not paid on any Interest Payment Date. "Defaulted Principal" means principal of any Bond which is payable but not paid on any Principal Payment Date. "Defeasance Obligations" means any of the following obligations: (a) United States Government Obligations that are not subject to redemption in advance of their maturity dates; or (b) obligations of any state or political subdivision of any state, the interest on which is excluded from gross income for federal income tax purposes and which meet the following conditions: (1) the obligations are (i) not subject to redemption prior to maturity or (ii) the trustee for such obligations has been given irrevocable instructions concerning their calling and redemption and the issuer of such obligations has covenanted not to redeem such obligations other than as set forth in such instructions; (2) the obligations are secured by cash or United States Government Obligations that may be applied only to principal of, premium, if any, and interest payments on such obligations; (3) such cash and the principal of and interest on such United States Government Obligations (plus any cash in the escrow fund) are sufficient to meet the liabilities of the obligations; (4) such cash and United States Government Obligations serving as security for the obligations are held in an escrow fund by an escrow agent or a trustee irrevocably in trust; (5) such cash and United States Government Obligations are not available to satisfy any other claims, including those against the trustee or escrow agent; and (6) the obligations are rated in the highest rating category by Moody's Investors Service, Inc. (presently "Aaa ") or Standard & Poor's Ratings Group (presently " AAA " ). "Interest Payment Date" means June 1 and December 1, beginning June 1, 2008. "Ordinance" means this Ordinance adopted by the Mayor and Council of the City, authorizing the issuance of the Bond, as amended from time to time. "Outstanding" means, when used with reference to any Bond, as of any particular date of determination, any Bond theretofore authenticated and delivered hereunder, except: (a) cancellation; (b) hereof; and Any Bond theretofore cancelled by the Paying Agent or delivered to the Trustee for Any Bond deemed to be paid in accordance with the provisions of Section 701 (c) Any Bond in exchange for or in lieu of which any other Bond has been authenticated and delivered pursuant to this Ordinance. "Paying Agent" means the City Treasurer, and any successors or assigns. "Permitted Investments" means any of the following securities, if and to the extent the same are at the time legal for investment of the City's funds: (a) United States Government Obligations; (b) bonds, notes or other obligations of the State of Nebraska, or any political subdivision of the State of Nebraska, that at the time of their purchase are rated in either of the two highest rating categories by a nationally recognized rating service; (c) repurchase agreements with any bank, bankholding company, savings and loan association, trust company, or other financial institution organized under the laws of the United States or any state, that are continuously and fully secured by any one or more of the securities described in clause (a) or (b) above and that have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such repurchase agreement and are held in a custodial or trust account for the benefit of the City; (d) obligations of the Federal National Mortgage Association, the Government National Mortgage Association, the Federal Financing Bank, the Federal Intermediate Credit Corporation, Federal Banks for Cooperatives, Federal Land Banks, Federal Home Loan Banks, Farmers Home Administration and Federal Home Loan Mortgage Corporation; and (e) certificates of deposit or time deposits, whether negotiable or nonnegotiable, issued by any bank or trust company organized under the laws of the United States or any state, provided that such certificates of deposit or time deposits shall be either (1) continuously and fully insured by the Federal Deposit Insurance Corporation, or (2) continuously and fully secured by such securities as are described above in clauses (a) through (c), inclusive, which shall have a market value, exclusive of accrued interest, at all times at least equal to the principal amount of such certificates of deposit or time deposits. "Person" means any natural person, corporation, partnership, joint venture, association, firm, joint -stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof or other public body. "Purchaser" means Washington County Bank, Blair, Nebraska, and its successor and assigns. "Project" means the construction, equipping, and furnishing of certain streets and related storm sewer work, the paving of a public parking lot, and other and related public improvements to be made within the Redevelopment Area in accordance with the Redevelopment Plan. "Principal Payment Date" means December 1, beginning December 1, 2009. "Project Fund" means the fund by that name referred to in Section 501 hereof. "Rebate Fund" means the fund by that name referred to in Section 501 hereof. "Record Date" for the interest payable on any Interest Payment Date, or the principal payable on any Principal Payment Date, means the 15th day (whether or not a Business Day) of the calendar month next preceding such Interest Payment Date or Principal Payment Date. "Redemption Date" when used with respect to any Bond or portion thereof to be redeemed means the date fixed for the redemption of such Bond or portion thereof pursuant to the terms of this Ordinance. "Redemption Price" when used with respect to any Bond or portion thereof to be redeemed means the price at which such Bond or portion thereof is to be redeemed pursuant to the terms of this Ordinance, including the applicable redemption premium, if any, but excluding installments of interest due and payable on the Bond on or before the Redemption Date. "Redevelopment Area" means the redevelopment area legally described on Exhibit A attached hereto, identified or referred to in the Redevelopment Plan. "Redevelopment Plan" means the "Development Plan for Project #2," duly approved by the Mayor and Council of the City on July 10, 2007, including any amendment to such Redevelopment Plan made by the City pursuant to the Act. "Registered Owner" when used with respect to any Bond means the Person in whose name such Bond is registered on the Bond Register. "Special Record Date" means the date fixed by the Paying Agent pursuant to Section 204 hereof for the payment of Defaulted Principal or Defaulted Interest. "Stated Maturity" means December 1, 2021 or any such sooner date wherein the final payment of principal and interest is due and payable on the Bond. "Tax Certificate" means the Federal Tax Certificate executed in connection with the issuance of the Bond, as the same may be amended or supplemented in accordance with the provisions thereof. "Tax Revenues" means, with respect to the Project, (a) those tax revenues referred to in the last sentence of the first paragraph of Article VIII, Section 12 of the Constitution of the State and in Section 18 -2147 of the Act, (b) all payments made in lieu thereof, and (c) such taxes, if any, as may be levied and collected by the City pursuant to the provisions of Section 18- 2107(11) of the Act for the purpose of paying debt service on the Bond. "Treasurer" means the Treasurer of The County of Washington, Nebraska. "United States Government Obligations" means bonds, notes, certificates of indebtedness, treasury bills or other securities constituting direct obligations of, or obligations the principal of and interest on which are fully and unconditionally guaranteed as to full and timely payment by, the United States of America, including evidences of a direct ownership interest in future interest or principal payments on obligations issued or guaranteed by the United States of America (including the interest component of obligations of the Resolution Funding Corporation), or securities which represent an undivided interest in such obligations, which obligations are rated in the highest rating category by a nationally recognized rating service and such obligations are held in a custodial account for the benefit of the City. Section 102. Rules of Interpretation. (a) Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. -5- (b) Unless the context shall otherwise indicate, the words importing the singular number shall include the plural and vice versa, and words importing persons shall include firms, associations and corporations, including public bodies, as well as natural persons. (c) All references in this Ordinance to designated "Articles ", "Sections" and other subdivisions are, unless otherwise specified, to the designated Articles, Sections and subdivisions hereof as originally executed. (d) The words "herein ", "hereof', "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision. ARTICLE II AUTHORIZATION OF BOND Section 201. Authorization of Bond. The Bond shall be issued and hereby is authorized and directed to be issued by the City in the total principal amount of $1,140,000, for the purpose of (a) paying the costs of constructing, equipping, and furnishing the Project, (b) the interest on the Bond through and including December 1, 2009, and (c) the costs of issuing the Bond. Section 202. Description of Bond. The Bond shall consist of a fully registered bond without coupons, numbered R -1, in the denomination of $0.01 or any integral multiple thereof. The Bond, as originally issued or issued upon, transfer, exchange or substitution, shall be substantially in the form set forth in Exhibit B attached hereto, and shall be subject to registration, transfer and exchange as provided in Section 205 hereof. The Bond shall be dated the date of delivery thereof, shall mature finally on December 1, 2021 (or sooner as provided in this Ordinance), and shall bear interest at a fixed rate of 4.48% per annum, calculated on the basis of a 360 -day year and actual days elapsed, from the date of delivery thereof or the most recent Interest Payment Date to which interest has been paid or duly provided for. Interest on the Bond shall be payable on June 1 and December 1, beginning June 1, 2008. Principal of the Bond shall be payable in installments on December 1, beginning December 1, 2009, in at least the minimum amounts indicated on Exhibit C attached hereto. Section 203. Designation of Paying Agent. The Paying Agent is hereby designated as the City's paying agent for the payment of the principal of and interest on the Bond and bond registrar with respect to the registration, transfer and exchange of the Bond. The City will at all times maintain a Paying Agent meeting the qualifications herein described for the performance of the duties hereunder. The City reserves the right to appoint a successor Paying Agent by (1) filing with the Paying Agent then performing such function a certified copy of the proceedings giving notice of the termination of such Paying Agent and appointing a successor, and (2) causing notice of the appointment of the successor Paying Agent to be given by first class mail to the Registered Owner. No resignation or removal of the Paying Agent shall become effective until a successor has been appointed and has accepted the duties of Paying Agent. Every Paying Agent appointed hereunder shall at all times meet the qualifications then required by the laws of the State of Nebraska. Section 204. Method and Place of Payment of Bond. The principal or Redemption Price of and interest on the Bond shall be payable in any coin or currency of the United States of America that, on the respective dates of payment thereof, is legal tender for the payment of public and private debts. The principal or Redemption Price payable on the Bond on any Principal Payment Date shall be paid to the Registered Owner of such Bond as shown on the Bond Register at the close of business on the -6- Record Date for such Principal Payment Date by check or draft mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register. The interest payable on the Bond on any Interest Payment Date shall be paid to the Registered Owner of the Bond as shown on the Bond Register at the close of business on the Record Date for such interest by check or draft mailed by the Paying Agent to the address of such Registered Owner shown on the Bond Register. Notwithstanding the foregoing, the final payment of the principal or Redemption Price of and interest on the Bond shall only be made upon presentation and surrender of the Bond to the Paying Agent. If any Interest Payment Date or Principal Payment Date shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City are authorized by law or executive order to close, then the date for such payment shall be the next succeeding Business Day, and payment on such Business Day shall have the same force and effect as if made on the nominal date of payment. Notwithstanding the foregoing provisions of this Section, any Defaulted Principal or Defaulted Interest with respect to any Bond shall cease to be payable to the Registered Owner of such Bond on the relevant Record Date and shall be payable to the Registered Owner in whose name such Bond is registered at the close of business on the Special Record Date for the payment of such Defaulted Principal or Defaulted Interest, which Special Record Date shall be fixed as hereinafter specified in this paragraph. The City shall notify the Paying Agent in writing of the amount of Defaulted Principal or Defaulted Interest proposed to be paid on the Bond and the date of the proposed payment (which date shall be at least 30 days after receipt of such notice by the Paying Agent) and shall deposit with the Paying Agent at the time of such notice an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Principal or Defaulted Interest or shall make arrangements satisfactory to the Paying Agent for such deposit prior to the date of the proposed payment. Following receipt of such funds the Paying Agent shall fix a Special Record Date for the payment of such Defaulted Principal or Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment. The Paying Agent shall promptly notify the City of such Special Record Date and, in the name and at the expense of the City, shall cause notice of the proposed payment of such Defaulted Principal or Defaulted Interest and the Special Record Date therefor to be mailed, by first class mail, postage prepaid, to each Registered Owner of a Bond entitled to such notice at the address of such Registered Owner as it appears on the Bond Register not less than 10 days prior to such Special Record Date. The Paying Agent shall keep a record of payments of the principal or Redemption Price of and interest on the Bond and at least annually forward a copy or summary of such records to the City. Section 205. Registration, Transfer and Exchange of Bond. The City covenants that, as long as any Bond remains Outstanding, it will cause the Bond Register to be kept at the office of the Paying Agent as herein provided. Any Bond when issued shall be registered in the name of the owner thereof on the Bond Register. Any Bond may be transferred and exchanged only on the Bond Register as provided in this Section. Upon surrender of any Bond at the office of the Paying Agent, the Paying Agent shall transfer or exchange such Bond for a new Bond or Bonds in any authorized denomination of the same Stated Maturity and in the same principal amount as the Bond that was presented for transfer or exchange. Any Bond presented for transfer or exchange shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in a form and with guarantee of signature satisfactory to the Paying Agent, duly executed by the Registered Owner thereof or by the Registered Owner's duly authorized agent. In all cases in which the privilege of transferring or exchanging any Bond is exercised, the Paying Agent shall authenticate and deliver such Bond in accordance with the provisions of this Ordinance. The -7- City shall pay the fees and expenses of the Paying Agent for the registration, transfer and exchange of such Bond provided for by this Ordinance and the cost of printing a reasonable supply of registered bond blanks. Any additional costs or fees that might be incurred in the secondary market, other than fees of the Paying Agent, are the responsibility of the Registered Owner of such Bond. In the event any Registered Owner fails to provide a correct taxpayer identification number to the Paying Agent, the Paying Agent may make a charge against such Registered Owner sufficient to pay any governmental charge required to be paid as a result of such failure. In compliance with Section 3406 of the Code, such amount may be deducted by the Paying Agent from amounts otherwise payable to such Registered Owner hereunder or under such Bond. The City and the Paying Agent shall not be required (a) to register the transfer or exchange of any Bond that has been called for redemption after notice of such redemption has been mailed by the Paying Agent pursuant to Section 304 hereof and during the period of 15 days next preceding the date of mailing of such notice of redemption, or (b) to register the transfer or exchange of any Bond during a period beginning at the opening of business on the day after receiving written notice from the City of its intent to pay Defaulted Principal or Defaulted Interest and ending at the close of business on the date fixed for the payment of Defaulted Principal or Defaulted Interest pursuant to Section 204 hereof. The City and the Paying Agent may deem and treat the Person in whose name any Bond is registered on the Bond Register as the absolute owner of such Bond, whether such Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal or Redemption Price of and interest on said Bond and for all other purposes. All payments so made to any such Registered Owner or upon the Registered Owner's order shall be valid and effective to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the City nor the Paying Agent shall be affected by any notice to the contrary. At reasonable times and under reasonable regulations established by the Paying Agent, the Bond Register may be inspected and copied by the Registered Owner any designated representative of such Registered Owner whose authority is evidenced to the satisfaction of the Paying Agent. Section 206. Execution, Registration, Authentication and Delivery of Bond. The Bond, and any Bond issued in exchange or substitution for the Bond initially delivered, shall be signed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the Clerk and shall have the official seal of the City affixed or imprinted thereon. In case any officer whose signature appears on any Bond ceases to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes, as if such person had remained in office until delivery. Any Bond may be signed by such persons who at the actual time of the execution of such Bond are the proper officers to sign such Bond although at the date of such Bond such persons may not have been such officers. The Mayor and Clerk are hereby authorized and directed to prepare and execute any Bond in the manner herein specified, and to cause such Bond to be registered as provided by law, and, when duly executed and registered, to deliver such Bond to the Paying Agent for authentication. Any Bond shall have endorsed thereon a certificate of authentication substantially in the form set forth in Exhibit B attached hereto, which shall be manually executed by an authorized officer or employee of the Paying Agent. No Bond shall be entitled to any security or benefit under this Ordinance or be valid or obligatory for any purpose unless and until such certificate of authentication has been duly executed by the Paying Agent. Such executed certificate of authentication upon any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Ordinance. -8- Upon authentication, the Paying Agent shall deliver the Bond to the Purchaser upon payment of the purchase price of the Bond. Section 207. Mutilated, Destroyed, Lost and Stolen Bond. If (a) any mutilated Bond is surrendered to the Paying Agent or the Paying Agent receives evidence to its satisfaction of the destruction, loss or theft of any Bond, and (b) there is delivered to the Paying Agent such security or indemnity as may be required by the Paying Agent, then, in the absence of notice to the Paying Agent that such Bond has been acquired by a bona fide purchaser, the City shall execute and, upon the City's request, the Paying Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond of the same Stated Maturity and of like tenor and principal amount. If any such mutilated, destroyed, lost or stolen Bond has become or is about to become due and payable, the City, in its discretion, may pay such Bond instead of issuing a new Bond. Upon the issuance of any new Bond under this Section, the City may require the payment by the Registered Owner of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent) connected therewith. Every new Bond issued pursuant to this Section shall constitute a replacement of the prior obligation of the City, and shall be entitled to all of the benefits of this Ordinance. Section 208. Cancellation and Destruction of Bonds Upon Payment. Any Bond that has been paid or redeemed or that otherwise has been surrendered to the Paying Agent shall be cancelled by the Paying Agent immediately upon the payment, redemption and surrender thereof to the Paying Agent and subsequently destroyed in accordance with the customary practices of the Paying Agent. The Paying Agent shall execute a certificate in duplicate describing the Bond so cancelled and destroyed and shall file an executed counterpart of such certificate with the City. Section 209. Sale of Bond. The sale of the Bond to the Purchaser at a purchase price of 100% of the principal amount of the Bond, plus accrued interest to the date of delivery, is hereby ratified and confirmed. Delivery of the Bond shall be made to the Purchaser as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of sale. ARTICLE III REDEMPTION OF BOND Section 301. Optional Redemption of Bond. At the option of the City, the Bond or any portion thereof may be called for redemption and payment prior to its Stated Maturity at any time at a Redemption Price of 100% of the principal amount being redeemed, plus accrued interest thereon to the Redemption Date. If the Bond is partially redeemed, the principal portion of such payment shall be applied to reduce the principal due and owing on the last Principal Payment Date still outstanding. Section 302. Determination of Outstanding Principal Amount of Bond. Notwithstanding the amount indicated on the face of the Bond, the principal amount of the Bond actually outstanding from time to time shall be determined and maintained by the Paying Agent. The Paying Agent shall make a notation in the books of registry maintained for the Bond indicating the original principal amount of the Bond and make such additional notations as are required to reflect any principal payments or partial redemptions of -9- the Bond from time to time. The Registered Owner may examine the books of registry maintained by the Paying Agent upon request, and the Paying Agent shall grant such request as soon as reasonably practicable. Section 303. Notice of Redemption to Paying Agent. The Paying Agent shall call the Bond or any portion thereof for redemption and payment and shall give notice of such redemption as herein provided upon receipt by the Paying Agent at least 20 days prior to the Redemption Date of written instructions of the City specifying the principal amount, Stated Maturity, Redemption Date and Redemption Price of the Bond or portion thereof to be called for redemption. The Paying Agent may in its discretion waive such notice period so long as the notice requirements set forth in Section 304 are met. Section 304. Notice and Effect of Call for Redemption. Unless waived by the Registered Owner of the Bond, official notice of any redemption shall be given by the Paying Agent on behalf of the City by mailing a copy of an official redemption notice by first class mail at least 10 days prior to the Redemption Date to the Registered Owner at the address shown on the Bond Register. All official notices of redemption shall be dated and shall contain the following information: (a) the Redemption Date; the Redemption Price; the date of issue of the Bond as originally issued; the rate of interest on the Bond; the maturity date of the Bond; and any other descriptive information needed to identify accurately the Bond. (b) if less than all of the Bond is being redeemed, the principal amount of the Bond to be redeemed; (c) a statement that on the Redemption Date the Redemption Price will become due and payable upon the Bond or portion thereof called for redemption and that interest thereon shall cease to accrue from and after the Redemption Date; and (d) the place where the Bond is to be surrendered for payment of the Redemption Price, which shall be the office of the Paying Agent. The failure of the Registered Owner to receive notice given as heretofore provided or an immaterial defect therein shall not invalidate any redemption. Prior to any Redemption Date, the City shall deposit with the Paying Agent an amount of money sufficient to pay the Redemption Price of the Bond or portion thereof that is to be redeemed on that date. Official notice of redemption having been given as aforesaid, the Bond or portion thereof to be redeemed shall become due and payable on the Redemption Date, at the Redemption Price therein specified, and from and after the Redemption Date (unless the City defaults in the payment of the Redemption Price) the Bond or such portion thereof shall cease to bear interest. Upon surrender of the Bond for redemption in accordance with such notice, the Redemption Price of the Bond shall be paid by the Paying Agent. Installments of interest due on or prior to the Redemption Date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of the Bond, there shall be prepared for the Registered Owner a new Bond of the same Stated Maturity in the amount of the unpaid principal as provided herein. ARTICLE IV SECURITY FOR AND PAYMENT OF BOND -1 Section 401. Security for the Bond. In accordance with the Act and the Redevelopment Plan, for a period of 15 years from and after January 1, 2007 - the effective date of paragraph 11 of the Redevelopment Plan - the Tax Revenues described in subsections (a) and (b) of the definition of Tax Revenues in Section 101 hereof shall be allocated to and, when collected, paid into the Debt Service Fund (hereinafter defined) to pay the principal or Redemption Price of and interest on the Bond as the same becomes due. Such Tax Revenues, including the taxes levied and collected pursuant to the following paragraph, are hereby allocated and pledged in their entirety for the payment of the Bond and shall be used for no other purpose than to pay the principal or Redemption Price of and interest on the Bond. Such allocation and pledge is and shall be for the sole and exclusive benefit of the Registered Owner of the Bond and shall be irrevocable. The City covenants and agrees that if at any time, the Tax Revenues described in subsections (a) and (b) of the definition of Tax Revenues in Section 101 hereof are insufficient to pay the principal or Redemption Price of and interest on the Bond as and when the same shall become due, the City shall, in addition to all other taxes, levy and collect such taxes pursuant to the provisions of Section 18- 2107(11) of the Act at such times and in such amounts as shall be necessary to pay in full the principal or Redemption Price of and interest on the Bond as and when the same shall become due. The Bond shall be a special, limited obligation of the City payable solely from the Tax Revenues and shall be a valid claim of the Registered Owner only against (a) the Tax Revenues, (b) the proceeds from the sale of the Bond to the extent held in the funds and accounts established by this Ordinance (other than the Rebate Account), and (c) amounts on deposit in the funds and accounts established by this Ordinance (other than the Rebate Account). Except to the extent described in this Ordinance, the Bond does not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Neither any officials of the City nor any persons executing the Bond shall be liable personally on the Bond by reason of its issuance. Nothing in this Ordinance shall preclude: (a) the payment of the Bond from the proceeds of refunding bonds issued pursuant to law or (b) the payment of the Bond from any legally available funds. Nothing in this Ordinance shall prevent the City from making advances of its own funds howsoever derived to any of the uses and purposes mentioned in this Ordinance. In accordance with the provisions of Section 18 -2150 of the Act, a copy of this Section 401 shall be certified by the Clerk and filed by the Clerk with the Assessor and with the Treasurer Section 402. No Additional Debt. The City covenants and agrees that so long as the Bond is Outstanding it will not issue any additional indebtedness superior to, on a parity with, or subordinate or inferior to, the Bond that is payable from the Tax Revenues. The Tax Revenues are hereby pledged and allocated solely and only for the repayment of the principal or Redemption Price of and interest on the Bond. Notwithstanding the foregoing, nothing shall prevent the City from issuing and selling bonds or other obligations which are payable in whole or in part from sources other than the Tax Revenues. ARTICLE V ESTABLISHMENT OF FUNDS; DEPOSIT AND APPLICATION OF MONEYS Section 501. Establishment of Funds. There have been or shall be established in the treasury of the City and shall be held and administered by the Treasurer of the City the following separate funds: (a) "City of Blair, Nebraska Downtown Redevelopment Project Tax Allocation Bond - Project Fund" (the "Project Fund "); (b) "City of Blair, Nebraska Downtown Redevelopment Project Tax Allocation Bond - Debt Service Fund" (the "Debt Service Fund "); and (c) "City of Blair, Nebraska Downtown Redevelopment Project Tax Allocation Bond - Rebate Fund" (the "Rebate Fund "). The funds referred to in paragraphs (a) through (c) of this Section shall be maintained and administered by the City solely for the purposes and in the manner provided in this Ordinance for so long as the Bond remains Outstanding within the meaning of this Ordinance. Section 502. Deposit of Bond Proceeds. The net proceeds received from the sale of the Bond shall be deposited simultaneously with the delivery of the Bond as follows: (a) The sum of $100,299.73 from the proceeds of the Bond, representing a portion of the interest accruing on the Bond, shall be deposited into the Debt Service Fund and applied solely and only to the payment of interest to become due on the Bond through and including December 1, 2009. (b) The remaining balance of the proceeds of the Bond shall be deposited into the Project Fund and applied in accordance with Section 503 hereof. Section 503. Application of Moneys in the Project Fund. Moneys in the Project Fund shall be used by the City solely for the purpose of paying (a) the costs and expenses of issuing the Bond, and (b) the costs and expenses of the Project, upon orders of the Board. Upon completion of the purpose for which the Bond has been issued, any surplus remaining in the Project Fund shall be transferred to and deposited into the Debt Service Fund. Section 504. Application of Moneys in the Debt Service Fund. All Tax Revenues shall be deposited as and when received into the Debt Service Fund and used solely for the payment of the principal or Redemption Price of and interest due and owing on the Bond. All amounts on deposit in the Debt Service Fund shall be applied as follows: (a) On June 1 of each year, to pay accrued interest due and owing on the Bond; and (b) On December 1 of each year, first, to pay accrued interest due and owing on the Bond, and, second, beginning December 1, 2009, to pay as much principal of the Bond as possible with the remaining funds on deposit. Amounts applied to pay principal of the Bond in excess of the minimum requirements indicated on Exhibit C shall be applied to reduce the principal due and owing on the last Principal Payment Date still outstanding. Amounts deposited into the Debt Service Fund as capitalized interest in accordance with Section 502(a) shall be used solely to pay interest on the Bond and shall be credited against the City's payment obligations as set forth in this Section. Section 505. Application of Moneys in the Rebate Fund. -12- (a) There shall be deposited into the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Certificate. All money at any time deposited in the Rebate Fund shall be held in trust, to the extent required to satisfy the Rebate Amount (as defined in the Tax Certificate), for payment to the United States of America, and neither the City nor the Registered Owner shall have any rights in or claim to such money. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Section and the Tax Certificate. (b) The City shall periodically determine the rebatable arbitrage under Section 148(f) of the Code in accordance with the Tax Certificate, and the City shall make payments to the United States of America at the times and in the amounts determined under the Tax Certificate. Any moneys remaining in the Rebate Fund after redemption and payment of the Bond and payment and satisfaction of any Rebate Amount, or provision made therefor, shall be released to the City. (c) Notwithstanding any other provision of this Ordinance, including in particular Article VII hereof, the obligation to pay rebatable arbitrage to the United States and to comply with all other requirements of this Section and the Tax Certificate shall survive the defeasance or payment in full of the Bond. Section 506. Deposits and Investment of Moneys. Moneys in each of the funds created by and referred to in this Ordinance shall be deposited in a bank or banks or other legally permitted financial institutions located in the State of Nebraska that are members of the Federal Deposit Insurance Corporation. All such deposits shall be continuously and adequately secured by the financial institutions holding such deposits as provided by the laws of the State of Nebraska. All moneys held in the funds created by this Ordinance shall be kept separate and apart from all other funds of the City so that there shall be no commingling of such funds with any other funds of the City. Moneys held in any fund referred to in this Ordinance may be invested by the Treasurer at the direction of the Mayor and Council of the City, in accordance with this Ordinance and the Tax Certificate, in Permitted Investments; provided, however, that no such investment shall be made for a period extending longer than to the date when the moneys invested may be needed for the purpose for which such fund was created. All earnings on any investments held in any fund shall accrue to and become a part of such fund. Section 507. Nonpresentment of Bond. If any Bond is not presented for payment at the Stated Maturity thereof, if funds sufficient to pay such Bond have been made available to the Paying Agent all liability of the City to the Registered Owner of such Bond for the payment of such Bond shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the Registered Owner of such Bond, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Ordinance or on, or with respect to, such Bond. If any Bond is not presented for payment within four years following the date when such Bond becomes due at its Stated Maturity, the Paying Agent shall repay to the City the funds theretofore held by it for payment of such Bond, and such Bond shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured obligation of the City, and the Registered Owner thereof shall be entitled to look only to the City for payment, and then only to the extent of the amount so repaid to it by the Paying Agent, and the City shall not be liable for any interest thereon and shall not be regarded as a trustee of such money. ARTICLE VI REMEDIES Section 601. Remedies. The provisions of this Ordinance, including the covenants and agreements herein contained, shall constitute a contract between the City and the Registered Owner of the Bond, and the Registered Owner of the Bond shall have the right: (a) by mandamus or other suit, action or proceedings at law or in equity to enforce the rights of such Registered Owner against the City and its officers, agents and employees, and to require and compel duties and obligations required by the provisions of this Ordinance or by the constitution and laws of the State of Nebraska; (b) by suit, action or other proceedings in equity or at law to require the City, its officers, agents and employees to account as if they were the trustees of an express trust; and by suit, action or other proceedings in equity or at law to enjoin any acts or things which may be unlawful or in violation of the rights of the Registered Owner of the Bond. (c) Section 602. Remedies Cumulative. No remedy conferred herein upon the Registered Owner is intended to be exclusive of any other remedy, but each such remedy shall be cumulative and in addition to every other remedy and may be exercised without exhausting and without regard to any other remedy conferred herein. No waiver of any default or breach of duty or contract by the Registered Owner shall extend to or affect any subsequent default or breach of duty or contract or shall impair any rights or remedies consequent thereon. No delay or omission of the Registered Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein. Every substantive right and every remedy conferred upon the Registered Owner by this Ordinance may be enforced and exercised from time to time and as often as may be deemed expedient. If any suit, action or proceedings taken by the Registered Owner on account of any default or to enforce any right or exercise any remedy has been discontinued or abandoned for any reason, or has been determined adversely to such Registered Owner, then, and in every such case, the City and the Registered Owner shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers and duties of the Registered `Owner shall continue as if no such suit, action or other proceedings had been brought or taken. ARTICLE VII DEFEASANCE Section 701. Defeasance. When the Bond or any portion thereof has paid and discharged, then the requirements contained in this Ordinance and the pledge of the Tax Revenues hereunder and all other rights granted hereby shall terminate with respect to the Bond or portion thereof so paid and discharged. The Bond or any portion thereof shall be deemed to have been paid and discharged within the meaning of this Ordinance if there has been deposited with the Paying Agent, or other commercial bank or trust company located in the State of Nebraska and having full trust powers, at or prior to the Stated Maturity or Redemption Date of the Bond or any portion thereof, in trust for and irrevocably appropriated thereto, moneys and /or Defeasance Obligations which, together with the interest to be earned on any such Defeasance Obligations, will be sufficient for the payment of the principal portion of the Bond so redeemed and /or interest accrued thereon to the Stated Maturity or Redemption Date, or if default in such payment has occurred on such date, then to the date of the tender of such payments; provided, however, that if the Bond or any portion thereof is to be redeemed prior to its Stated Maturity, (1) the City has -14- elected to redeem the Bond, and (2) either notice of such redemption has been given, or the City has given irrevocable instructions, or shall have provided for an escrow agent to give irrevocable instructions, to the Paying Agent to give such notice of redemption in compliance with Section 304 hereof. Any money and Defeasance Obligations that at any time shall be deposited with the Paying Agent or other commercial bank or trust company by or on behalf of the City, for the purpose of paying and discharging the Bond or any portion thereof, shall be and are hereby assigned, transferred and set over to the Paying Agent or other bank or trust company in trust for the Registered Owner of the Bond, and such moneys shall be and are hereby irrevocably appropriated to the payment and discharge thereof. All money and Defeasance Obligations deposited with the Paying Agent or other bank or trust company shall be deemed to be deposited in accordance with and subject to all of the provisions of this Ordinance. ARTICLE VIII MISCELLANEOUS PROVISIONS Section 801. Tax Covenants. (a) The City covenants and agrees that (1) it will comply with all applicable provisions of the Code, including Sections 103 and 141 through 150, necessary to maintain the exclusion from federal gross income of the interest on the Bond, and (2) it will not use or permit the use of any proceeds of Bond or any other funds of the City, nor take or permit any other action, or fail to take any action, which would adversely affect the exclusion from federal gross income of the interest on the Bond. The City will also adopt such other ordinances or resolutions and take such other actions as may be necessary to comply with the Code and with other applicable future law, in order to ensure that the interest on the Bond will remain excluded from federal gross income, to the extent any such actions can be taken by the City. (b) The City covenants and agrees that (1) it will use the proceeds of the Bond as soon as practicable and with all reasonable dispatch for the purposes for which the Bond is issued, and (2) it will not invest or directly or indirectly use or permit the use of any proceeds of the Bond or any other funds of the City in any manner, or take or omit to take any action, that would cause the Bond to be an "arbitrage bond" within the meaning of Section 148(a) of the Code. (c) The City covenants and agrees that it will pay or provide for the payment from time to time of all rebatable arbitrage to the United States pursuant to Section 148(f) of the Code and the Tax Certificate. This covenant shall survive payment in full or defeasance of the Bond. The Tax Certificate may be amended or replaced if, in the opinion of Bond Counsel nationally recognized on the subject of municipal bonds, such amendment or replacement will not adversely affect the exclusion from federal gross income of the interest on the Bond. (d) The City covenants and agrees that it will not use any portion of the proceeds of the Bond, including any investment income earned on such proceeds, directly or indirectly, (1) in a manner that would cause the Bond to be a "private activity bond" within the meaning of Section 141(a) of the Code, or (2) to make or finance a loan to any Person. (e) The City expects that more than 75% of the proceeds of the Bonds will be expended for "construction" as that term is used in Section 148(f)(4)(C)(iv) of the Code. -15- (f) (g) The City hereby designates the Bond as a "qualified tax - exempt obligation" as defined in Section 265(b)(3) of the Code. In addition, the City hereby represents that: (1) the aggregate face amount of all tax - exempt obligations (other than private activity bonds which are not "qualified 501(c)(3) bonds ") which will be issued by the City (and all subordinate entities thereof) during the calendar year in which the Bond is issued is not reasonably expected to exceed $10,000,000; and (2) the City (including all subordinate entities thereof) will not issue an aggregate principal amount of obligations designated by the City to be "qualified tax - exempt obligations" during the calendar year in which the Bond is issued, including the Bond, in excess of $10,000,000, without first obtaining an opinion of Bond Counsel that the designation of the Bond as a "qualified tax - exempt obligation" will not be adversely affected. The Mayor is hereby authorized to take such other action as may be necessary to make effective the designation in this subsection (f). The foregoing covenants shall remain in full force and effect notwithstanding the defeasance of the Bond pursuant to Article VII hereof or any other provision of this Ordinance, until the final maturity date of the Bond. Section 802. Annual Audit. Annually, promptly after the end of the fiscal year, the City will cause an audit to be made of its funds and accounts for the preceding fiscal year by a certified public accountant or firm of certified public accountants. Such audits shall at all times during the usual business hours be open to the examination and inspection by any taxpayer, the Registered Owner, or by anyone acting for or on behalf of such taxpayer or Registered Owner. As soon as possible after the completion of the annual audit, Mayor and Council of the City shall review such audit, and if the audit discloses that proper provision has not been made for all of the requirements of this Ordinance, the City shall promptly cure such deficiency. Section 803. Amendments. The rights and duties of the City and the Registered Owner, and the terms and provisions of the Bond or of this Ordinance, may be amended or modified at any time in any respect by ordinance of the City with the written consent of the Registered Owner, such consent to be evidenced by an instrument or instruments executed by such Registered Owner and duly acknowledged or proved in the manner of a deed to be recorded. Without notice to or the consent of the Registered Owner, the City may amend or supplement this Ordinance for the purpose of curing any formal defect, omission, inconsistency or ambiguity therein or in connection with any other change therein which is not materially adverse to the interests of the Registered Owner. Every amendment or modification of the provisions of the Bond or of this Ordinance, to which the written consent of the Registered Owner is given, as above provided, shall be expressed in an ordinance adopted by the Mayor and Council of the City amending or supplementing the provisions of this Ordinance and shall be deemed to be a part of this Ordinance. A certified copy of every such amendatory or supplemental ordinance, if any, and a certified copy of this Ordinance shall always be kept on file in the office of the Clerk, and shall be made available for inspection by the Registered Owner or a prospective purchaser or owner of the Bond authorized by this Ordinance, and upon payment of the -16- reasonable cost of preparing the same, a certified copy of any such amendatory or supplemental ordinance or of this Ordinance will be sent by the Clerk to the Registered Owner or prospective Registered Owner. Any and all modifications made in the manner hereinabove provided shall not become effective until there has been filed with the Clerk a copy of the ordinance of the City hereinabove provided for, duly certified, as well as proof of any required consent to such modification by the Registered Owner. It shall not be necessary to note on the Bond any reference to such amendment or modification. The City shall furnish to the Paying Agent a copy of any amendment to the Bond or this Ordinance which affects the duties or obligations of the Paying Agent under this Ordinance Section 804. Notices, Consents and Other Instruments by Registered Owner. Any notice, consent, request, direction, approval or other instrument to be signed and executed by the Registered Owner may be in any number of concurrent writings of similar tenor and may be signed or executed by such Registered Owner in person or by agent appointed in writing. Proof of the execution of any such instrument or of the writing appointing any such agent and of the ownership of Bond, if made in the following manner, shall be sufficient for any of the purposes of this Ordinance, and shall be conclusive in favor of the City and the Paying Agent with regard to any action taken, suffered or omitted under any such instrument, namely: (a) The fact and date of the execution by any person of any such instrument may be proved by a certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such instrument acknowledged before such officer the execution thereof, or by affidavit of any witness to such execution. (b) The fact of ownership of the Bond, number and other identification of the Bond, and the date of holding the same shall be proved by the Bond Register. Section 805. Further Authority. The officers of the City, including the Mayor and Clerk, are hereby authorized and directed to execute all documents and take such actions as they may deem necessary or advisable in order to carry out and perform the purposes of this Ordinance and to make ministerial alterations, changes or additions in the foregoing agreements, statements, instruments and other documents herein approved, authorized and confirmed which they may approve, and the execution or taking of such action shall be conclusive evidence of such necessity or advisability. Section 806. Severability. If any section or other part of this Ordinance, whether large or small, is for any reason held invalid, the invalidity thereof shall not affect the validity of the other provisions of this Ordinance. Section 807. Governing Law. This Ordinance shall be governed exclusively by and construed in accordance with the applicable laws of the State of Nebraska. Section 808. Effective Date. This Ordinance shall take effect and be in full force from and after its passage and publication as provided by law. [SEAL] ATTEST: By: PASSED AND APPROVED this 13 day of November, 2007. Clerk Signature Page —Bond Ordinance S -1 CITY OF BLAIR, NEBRASKA ORDINANCE TABLE OF CONTENTS Page Title 1 Recitals 1 ARTICLE I DEFINITIONS Section 101. Definitions of Words and Terms 2 Section 102. Rules of Interpretation 5 ARTICLE II AUTHORIZATION OF BOND Section 201. Authorization of Bond 6 Section 202. Description of Bond 6 Section 203. Designation of Paying Agent 6 Section 204. Method and Place of Payment of Bond 6 Section 205. Registration, Transfer and Exchange of Bond 7 Section 206. Execution, Registration, Authentication and Delivery of Bond 8 Section 207. Mutilated, Destroyed, Lost and Stolen Bond 9 Section 208. Cancellation and Destruction of Bonds Upon Payment 9 Section 209. Sale of Bond 9 ARTICLE III REDEMPTION OF BOND Section 301. Optional Redemption of Bond 9 Section 302. Determination of Outstanding Principal Amount of Bond 9 Section 303. Notice of Redemption to Paying Agent 10 Section 303. Notice and Effect of Call for Redemption 10 ARTICLE IV SECURITY FOR AND PAYMENT OF BOND Section 401. Security for the Bond 10 Section 402. No Additional Debt 11 ARTICLE V ESTABLISHMENT OF FUNDS; DEPOSIT AND APPLICATION OF MONEYS Section 501. Establishment of Funds 11 Section 502. Deposit of Bond Proceeds 12 Section 503. Application of Moneys in the Project Fund 12 Section 504. Application of Moneys in the Debt Service Fund 12 Section 505. Application of Moneys in the Rebate Fund 12 Section 506. Deposits and Investment of Moneys 13 Section 507. Nonpresentment of Bond 13 ARTICLE VI REMEDIES Section 601. Remedies 14 Section 602. Remedies Cumulative 14 ARTICLE VII DEFEASANCE Section 701. Defeasance 14 ARTICLE VIII MISCELLANEOUS PROVISIONS Section 801. Tax Covenants 15 Section 802. Annual Audit 16 Section 803. Amendments 16 Section 804. Notices, Consents and Other Instruments by Registered Owner 17 Section 805. Further Authority 17 Section 806. Severability 17 Section 807. Governing Law 17 Section 808. Effective Date 17 Passage and Approval S -1 Signatures and Seal S -1 Exhibit A — Legal Description of Downtown Redevelopment Area Exhibit B — Form of Bond Exhibit C — Principal Payment Schedule EXHIBIT A LEGAL DESCRIPTION OF DOWNTOWN REDEVELOPMENT AREA Beginning at the northeast corner of Tax Lot 600 of Section 11, Township 18 north, Range 11 East of the 6th P.M., this point being the point of beginning; thence easterly to the northwest corner of Tax Lot 592 of said Section 11; thence easterly along the north lot line of said Tax Lot 592 crossing to Tax Lot 521 of said Section 11 to the northeast corner of said Tax Lot 521; thence southerly along the east lot line of said Tax Lot 521 to the northwest corner of Tax Lot 520 of said Section 11; thence easterly to the northeast lot corner of said Tax lot 520, this point also being on the westerly right -of -way line of 17th Street, a platted street in Blair, Washington County, Nebraska; thence easterly to the northwest lot corner of Tax Lot 455 of said Section 11; thence easterly along the north lot line of said Tax Lot 455 crossing to Tax Lot 497 and Tax Lot 496 both of said Section 11, to the northeast lot corner of said Tax Lot 496, this point also on the west right -of- way line of 16th Street, a platted street in Blair, Washington County, Nebraska; thence easterly to the northwest lot corner of Tax Lot 86 of Section 12, Township 18 North, Range 11 East of the 6th P.M.; thence easterly along the north lot line of said Tax Lot 86 crossing to Tax Lot 125 of said Section 12 to the northeast lot corner of said Tax Lot 125, this point also being on the west lot line of Tax Lot 230 of said Section 12; thence northerly along the west lot line of said Tax Lot 230 to the northwest lot corner of said Tax Lot 230; thence easterly along the north lot line of said Tax Lot 230 crossing to 231 of said Section 12 to the southeast lot corner of said Tax Lot 231, this point also being on the north right -of -way of Front Street, a platted street in Blair, Washington County, Nebraska; thence easterly along the north right -of -way of said Front Street to the northwest lot corner of Tax Lot 106 of said Section 12; thence easterly along the north lot line of said Tax Lot 106 to the northeast lot corner of said Tax Lot 106, this point also being on the west right -of -way line of 12th Street a platted street in Blair, Washington County, Nebraska; thence easterly to the northwest lot corner of Tax Lot 237 of said Section 12; thence easterly along the north lot line of said Tax Lot 237 crossing to Tax lots 238, 208, 128, 139, 221, 246, all of said Section 12, to the northeast lot corner of said Tax Lot 246, this point also being on the west right -of -way line of 10th Street a platted street in Blair, Washington County, Nebraska; thence easterly to the northwest lot corner of Tax Lot 186 of said Section 12; thence easterly along the north side of said Tax Lot 186 crossing to Tax Lot 224 of said Section 12 to the northeast lot corner of said Tax Lot 224; thence southerly along the east line of said Tax Lot 224 to the northeast lot corner of Tax Lot 225 of said Section 12; thence southerly to the southeast lot corner of said Tax Lot 225, this point also on the north lot line of Tax Lot 187 of said Section 12; thence easterly along the north line of said Tax Lot 187 to the northeast lot corner of said Tax Lot 187; thence southerly to the southeast corner of said Tax Lot 187, this point also being on the north right -of -way of US Highway 30; thence southerly to the southeast corner of the intersection of US Highway 30 and 9th Street, a platted street in Blair, Washington County, Nebraska; thence southerly along the east right -of -way line of 9th Street to the southeast corner of the intersection with Lincoln Street; thence westerly along the south right -of -way line of Lincoln Street to the southeast corner of the intersection of 15th and Lincoln Streets; thence southerly along the east right -of -way line of said 15th Street to the southeast corner of the intersection of 15th and Grant Streets; thence westerly along the south right -of -way line of Grant Street to the southwest corner of the intersection of 17th and Grant streets; thence northerly along the west right -of -way A -1 line of 17th Street to the southwest corner of the intersection of 17th and Lincoln Streets; thence westerly along the south right -of -way line of Lincoln Street to the southwest corner of the intersection of Highway 30 and Lincoln Street; thence northerly along the west right -of -way line of Highway 30 to the northwest corner of the intersection of Highways 30 and 75; thence continuing northerly along the west right -of -way line of Highway 75 to the northeast corner of said Tax Lot 600, this being the point of beginning, all within the City of Blair, Washington County, Nebraska. EXHIBIT B TO ORDINANCE (FORM OF BOND) UNITED STATES OF AMERICA STATE OF NEBRASKA Registered Registered No. 1 $1,140,000.00 Interest Rate CITY OF BLAIR, NEBRASKA DOWNTOWN REDEVELOPMENT PROJECT TAX ALLOCATION BOND SERIES 2007 Final Maturity Date Dated Date 4.48% December 1, 2021 December 14, 2007 REGISTERED OWNER: WASHINGTON COUNTY BANK PRINCIPAL AMOUNT: ONE MILLION ONE HUNDRED FORTY THOUSAND DOLLARS The CITY OF BLAIR, NEBRASKA, a first -class city and political subdivision duly organized and validly existing under the laws of the State of Nebraska (the "City "), for value received, hereby acknowledges itself to be indebted and promises to pay to the Registered Owner shown above, or registered assigns, the Principal Amount specified above in annual installments as set forth on Attachment 1 attached hereto and incorporated herein by reference, together with interest thereon at the Interest Rate specified above, calculated on the basis of a 360 -day year and actual days elapsed, from the Dated Date specified above or from the most recent interest payment date to which interest has been paid or duly provided for, payable on June 1 and December 1 of each year, beginning June 1, 2008. Payments of principal and interest on this Bond due prior to the Final Maturity Date shall be made by check or draft mailed to the Registered Owner at its address as it appears on the bond registration books of the City Treasurer, the registrar and paying agent herefor (the "Paying Agent "); provided, however, the final payment of the principal and interest on this Bond, whether at the Final Maturity Date or sooner as described in the within- mentioned Ordinance, shall only be made upon presentation and surrender of the Bond to the Paying Agent. THE TERMS AND PROVISIONS OF THIS BOND ARE CONTINUED ON THE REVERSE SIDE HEREOF AND SUCH CONTINUED TERMS AND PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Ordinance until the Certificate of Authentication hereon has been executed by the Paying Agent. B -i IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions and things required to have happened, to exist and to have been performed precedent to and in the issuance of this Bond have happened, do exist and have been performed in regular and due time, form and manner; that this Bond does not exceed any constitutional, statutory or charter limitation on indebtedness; and that provision has been made for the payment of the principal of and interest on this Bond as provided in this Ordinance. IN WITNESS WHEREOF, the CITY OF BLAIR, NEBRASKA, has caused this Bond to be executed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its Clerk and its official seal to be affixed or imprinted hereon. CERTIFICATE OF AUTHENTICATION THE CITY OF BLAIR, NEBRASKA This Bond is the Bond described in the within - mentioned Ordinance. Registration Date: TREASURER, THE CITY OF BLAIR, NEBRASKA Paying Agent By: (Seal) ATTEST: Mayor By By: Authorized Officer or Clerk Signatory (FORM OF REVERSE SIDE OF BOND) ADDITIONAL PROVISIONS This Bond has been designated as the "City of Blair, Nebraska Downtown Redevelopment Project Tax Allocation Bond, Series 2007," and was issued by the City for the purpose of (a) paying the costs of constructing certain streets and related storm sewer work, the paving of a public parking lot, and other and related public improvements to be made within the Downtown Redevelopment Area of the City, (b) paying the interest on the Bond through and including December 1, 2009, and (c) paying the costs of issuing the Bond, under the authority of and in full compliance with the constitution and laws of the State of Nebraska, and an ordinance duly and legally passed and approved by the Mayor and Council of the City on November 13, 2007 (the "Ordinance "). At the option of the City, the Bond or any portion thereof may be called for redemption and payment prior to the Final Maturity Date at any time at a redemption price of 100% of the principal amount being redeemed plus accrued interest thereon to the redemption date. If the Bond is partially redeemed, the principal portion of such payment shall be applied to reduce the principal due and owing on the last principal payment date still outstanding. Notice of redemption, unless waived, is to be given by the Paying Agent by mailing an official redemption notice by first class mail at least 10 days prior to the redemption date to the Registered Owner of the Bond at the address shown on the Bond Register maintained by the Paying Agent. Notice of redemption having been given as aforesaid, the Bond or portion thereof to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the City defaults in the payment of the redemption price) the Bond or portion thereof shall cease to bear interest. The Bond is a special limited obligation of the City payable as to principal and interest solely from and is secured solely by the Tax Revenues (as defined in the Ordinance) and certain other money, funds and securities pledged under the Ordinance, all on the terms and conditions set forth in the Ordinance. The principal of and interest hereon shall not be payable from the general funds of the City nor shall this Bond constitute a legal or equitable pledge, charge, lien, security interest or encumbrance upon any of the property or upon any of the income, receipts, or money and securities of the City or of any other party other than those specifically pledged under the Ordinance Except to the extent provided in the Ordinance, this Bond is not a debt of the City within the meaning of any constitutional, statutory or charter limitation upon the creation of general obligation indebtedness of the City, and does not impose any general liability upon the City and the City shall not be liable for the payment hereof out of any funds of the City other than the Tax Revenues (as defined in the Ordinance), which Tax Revenues have been and hereby are pledged to the punctual payment of the principal of and interest on this Bond in accordance with the provisions of this Ordinance. Reference is hereby made to the Ordinance, a copy of which is on file in the office of the City Clerk, and to all of the provisions of which each owner of this Bond by its acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for this Bond; the Tax Revenues and other money and securities pledged to the payment of the principal of and interest on this Bond; the nature and extent and manner of enforcement of the pledge; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Registered Owner of this Bond; the rights, duties and obligations of the City and the Paying Agent thereunder; the terms and B -3 provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity or redemption of this Bond, and this Bond thereafter no longer be secured by the Ordinance or be deemed to be outstanding thereunder, if money or certain specified securities shall have been deposited with the Registrar sufficient and held in trust solely for the payment hereof; and for the other terms and provisions thereof. The Bond is issuable in the form of fully a registered Bond without coupons in the denomination of $0.01 or any integral multiple thereof. This Bond may be transferred or exchanged, as provided in the Ordinance, only on the Bond Register kept for that purpose at the office of the Paying Agent, upon surrender of this Bond together with a written instrument of transfer or authorization for exchange satisfactory to the Paying Agent duly executed by the Registered Owner or the Registered Owner's duly authorized agent, and thereupon a new Bond or Bonds in any authorized denomination of the same maturity and in the same principal amount shall be issued to the transferee in exchange therefor as provided in the Ordinance and upon payment of the charges therein prescribed. The City and the Paying Agent may deem and treat the person in whose name this Bond is registered on the Bond Register as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. Principal Minimum Principal Payment Date Payment Amount December 1, 2009 December 1, 2010 December 1, 2011 December 1, 2012 December 1, 2013 December 1, 2014 December 1, 2015 December 1, 2016 December 1, 2017 December 1, 2018 December 1, 2019 December 1, 2020 December 1, 2021 ATTACHMENT 1 PRINCIPAL PAYMENT SCHEDULE $ 40,000.00 55,000.00 70,000.00 80,000.00 80,000.00 90,000.00 95,000.00 100,000.00 100,000.00 100,000.00 105,000.00 110,000.00 115,000.00 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Print or Type Name, Address and Social Security Number or other Taxpayer Identification Number of Transferee the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints agent to transfer the within Bond on the books kept by the Paying Agent for the registration thereof, with full power of substitution in the premises. Dated: 57 NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Bond in every particular. Signature Guaranteed By: (Name of Eligible Guarantor Institution as defined by SEC Rule 17 Ad -15 (17 CFR 240.17 Ad -15)) By: Title: Principal Minimum Principal Payment Date Payment Amount December 1, 2009 December 1, 2010 December 1, 2011 December 1, 2012 December 1, 2013 December 1, 2014 December 1, 2015 December 1, 2016 December 1, 2017 December 1, 2018 December 1, 2019 December 1, 2020 December 1, 2021 EXHIBIT C PRINCIPAL PAYMENT SCHEDULE $ 40,000.00 55,000.00 70,000.00 80,000.00 80,000.00 90,000.00 95,000.00 100,000.00 100,000.00 100,000.00 105,000.00 110,000.00 115,000.00 BOND ORDINANCE CITY OF BLAIR, NEBRASKA ORDINANCE NO. 2126 PASSED NOVEMBER 13, 2007 AUTHORIZING EXHIBIT D $1,140,000 DOWNTOWN REDEVELOPMENT PROJECT TAX ALLOCATION BOND SERIES 2007